Equifax Inc., the company known for its analysis of consumer creditworthiness, today closed a $124 million deal to acquire IXI Corp., thanks in part to legal help from Kilpatrick Stockton.

Kilpatrick mergers and acquisitions partner Gregory K. Cinnamon, who served as lead counsel on the deal, said he’s represented Equifax in various transactions over the past 15 years, including the company’s 2008 joint venture with Russian credit information company Global Payments Credit Services.

In the IXI deal, he said, “Intense focus was placed upon the transaction and meeting a tight time scale.”

Prior to the agreement, Equifax and IXI, a privately-held company based in McLean, Va., which collects and analyzes consumer wealth and asset data, had worked together for 18 months.

IXI sells its information to clients in the financial services and consumer marketing sectors. The company says it sources its information through more than 95 banks, brokerage firms and other financial entities, directly measuring data on more than $10 trillion in U.S. consumer assets and investments that represent more than 42 percent of all U.S. consumer-invested assets.

Cinnamon said six to eight other lawyers from three of his firm’s offices also worked on the deal, including Atlanta partners Lynn E. Fowler, who handled tax matters, and Jennifer S. Schumacher, who handled benefits and executive compensation issues.

Cooley Godward Kronish represented IXI; the company’s financial advisers were from Wells Fargo.

Five years ago when Nelson Mullins Riley & Scarborough partner Rhys Wilson was giving a speech at a law-related event, the owner of a Suwanee-based systems integration company came up to him and said, “I’m thinking of selling my business.”

Earlier this month, Wilson helped Joseph Ciotti, the president of Richardson Technology Systems Inc., do just that. South Western Communications, based in Newburgh, Ind., bought Richardson for an undisclosed amount, forming the new SWC-Richardson Technology Systems.

The deal brings together two companies with a focus on integrating security and communications systems in diverse settings.

Wilson said his client, which was founded some 40 years ago, initially launched its business by installing intercom systems in schools. Now, it sets up systems for security passcards, cameras, video monitoring, professional sound systems for meeting rooms, bedside nurse-call buttons in hospitals and cellphone paging systems for doctors and nurses.

“They’ll take all the different systems that other companies have that are placed in buildings and help them talk to each other and work together,” said Wilson. “It’s all that boring stuff that nobody cares about until it’s not working.”

South Western, which is a portfolio company of Koch Enterprises, an Evansville, Ind., private holding company, focuses on integrating systems technology in commercial, industrial and prisons/detention facility  settings, as well as in the healthcare and educational sectors served by Richardson.

Wilson said the companies knew each other because each had customers with locations in the other’s territory and “they had to learn to share.” The CEOs knew and liked one another, Wilson said, and this helped the deal come together in just four or five months.

In addition to Wilson, other Nelson Mullins lawyers who worked on the deal were of counsel David K. Goldberg and associate Hemant Dutta.

South Western was represented by David Sanders of Fine & Hatfield in Evansville.

As Shakespeare noted, the course of true love never did run smooth. The same, it seems, could be said about going-private transactions.

Earlier this month, Allion Healthcare Inc., represented by Alston & Bird partner Steven L. Pottle, agreed to be acquired in a going-private transaction valued at approximately $278 million.

The Melville, N.Y.-based Allion, a provider of specialty pharmacy and disease management services focused on HIV/AIDS patients, is slated to be sold to an affiliate of HIG Capital, a private investment firm with offices throughout the U.S. and Europe, for about $199 million, plus $79 million in assumed debt.

But just two days after that agreement was announced, on Oct. 20, New York law firm Levi & Korsinsky filed a putative shareholders’ class action against Allion in the Supreme Court of Suffolk County, New York. The supreme court is a state trial court.

The action alleges, among other things, that the price to be paid to holders of Allion  common stock is “unfair” because the company is “poised for growth” and its shares are trading at a “huge discount to its intrinsic value.” The purchase price in the sale agreement, $6.60 per share, represents a 30 percent premium over the average price at which the shares traded in the five days preceding the going-private announcement, according to information from Allion. 

The suit also alleges, among other things, that the agreement contains a “no shop” provision prohibiting the members of Allion’s board from soliciting competing proposals.

At least two other law firms and a San Diego-based advocacy group, the Shareholders Foundation, Inc., are investigating the agreement.

Pottle called the suit “baloney.” He said it was a standard, plaintiffs’ lawyers’ class action strike based only on information in a press release, given that Allion has not yet filed its proxy.

He said his partner, securities litigator Scott P. Hilsen, will represent Allion in the suit.

Pottle said he did not expect the litigation to delay closing, calling this type of action “fairly customary in a going-private transaction.”

Closing is expected to occur in the first quarter of 2010, subject to regulatory, antitrust and shareholder approvals. The holders of about 41 percent of Allion’s outstanding shares of common stock have signed agreements with HIG to vote in favor of the merger; the company must garner the approval of the holders of a majority of the outstanding shares in order to close the deal.

Pottle said he helped advise the board and a special committee about the sale and their fiduciary duties; he also negotiated the deal. He said he first connected with Allion when he represented the company’s underwriters, Thomas Weisel Partners Group, in Allion’s initial public offering in 2005, and then in a follow-on offering a year later.

In 2008, he said, he represented Allion in what amounted to a “merger of equals” with Biomed America Inc. The transaction was valued at $99.4 million.

In the current deal, Pottle said senior and mezzanine debt financing already have been committed to fund HIG’s purchase of Allion.

HIG, which has some $7.5 billion in capital under management, was represented by Kirkland & Ellis. Raymond James & Associates, which served as financial adviser and dealt with possible strategic partners, was represented by Morrison & Foerster.

Invesco, Ltd., the Atlanta-based global investment management company, announced plans to acquire Morgan Stanley’s retail asset management business in a deal valued at $1.5 billion.

The transaction, which will include the acquisition of Van Kampen Investments, will be financed with cash and stock providing Morgan Stanley with a 9.4 percent equity interest in Invesco.

Invesco was represented in the transaction by attorneys from Wachtell, Lipton, Rosen & Katz.

An Invesco spokesman said no Atlanta firms or lawyers worked on this deal.

The next time Alston & Bird partner William H. Hughes flips on a light switch in a hotel room in China, where he travels on business, the electricity illuminating his room may come from a clean-coal project he helped set in motion.

In a project that will implement the first commercial use of a technology that allows the production of low-emission coal-based electricity and carbon capture and sequestration, Hughes represented Chinese client Beijing Guoneng Yinghui Clean Energy Engineering Co. in its licensing and engineering services contract with U.S.-based KBR Inc.

The technology, called Transport Integrated Gasification, or TRIG, was developed by Southern Co., KBR Inc. and other partners, including the U.S. Department of Energy, at a DOE facility operated and managed by Southern Co. in Wilsonville, Ala.

The deal involves two power plants. One, a 120-megawatt plant that burns diesel, will be retrofitted to produce gasified coal and will have the capacity to serve 700,000 Chinese homes. The other plant, which will be built on an undeveloped site, will serve some 4 million Chinese homes with its 800 megawatt capacity. The new plant will use Integrated Gasification Combined Cycle, or IGCC, technology to take carbon-containing fuels such as coal or biomass and gasify them.

Once the gas exists, Hughes said, the technology will extract the CO2 from it. “You then can burn the gas to fire a gas-fired turbine and use the waste heat to fire a steam turbine,” Hughes said. “You get very, very efficient use of your fuel because you have these two different cycles of power generation and you can get down to virtually carbon-free emissions if you extract the CO2” and if other flue gases such as sulfur, mercury and nitrogen dioxide are removed.

The plants will be built in Dongguan, a city of 8 million in the Southern Chinese province of Guangdong, which is part of the Pearl River Delta, a well-known manufacturing district.

“It's just filled with factories, most of which have been built in the last 10 or 15 years,” Hughes said, explaining that those factories tend to have individual coal-fired boilers or on-site diesel generators.

“Air pollution really is a serious problem,” said Hughes, who worked on the deal with Atlanta partner David C. Keating and associate T. Timothy Wang, as well as lawyers and consultants from the firm's Washington office. “You go to a manufacturing center like Dongguan and I think the air is similar to what you had in Pittsburgh or Birmingham, Alabama, in the 1950s and '60s. There's just a pall that hangs over the place.”

The area not only needs to clean up its air, he said, it also has an inadequate power supply and needs to ramp up electricity production.

Because of those problems, Hughes said the Chinese government lent its support to the deal. Such support is consistent with a speech President Hu Jintao gave to the United Nations in September, in which he discussed China's commitment to cutting its carbon dioxide emissions per unit of gross domestic product by a “notable margin” by 2020, and its intent to “step up” the country's efforts to establish a green economy. Hughes also pointed out that one of the country's motivators is to develop technology it can export.

He said he flew to China in August to put the deal together, spending four days with 40 to 50 other people in a large meeting room at a hotel, participating in negotiations that took place in a mix of English and Chinese.

One of the major cultural aspects of getting the deal done, he said, was sharing mealtimes with the other participants. He recalled one typical South China country-style dinner at a restaurant in Dongguan where diners were seated at large tables with Lazy Susans in the center. The meal, he said, was delicious and involved lots of seafood and vegetables with the trademark “umami,” or Chinese protein-type flavoring reminiscent of mushrooms or a good steak, and “a whole roast chicken on a plate kind of looking you in the eye as it came around.”

Then, he said, he returned to the United States and, with in-house lawyers for KBR, put everything in writing before his Chinese clients flew over to sign the papers in one of Alston & Bird's conference rooms. The transaction is governed by U.S. law.

The deal, he said, went smoothly thanks in part to the support of the Chinese government. “When the central government decides to do something,” he said, “it typically gets done.”

In a rare $1 billion-plus transaction for these deal-starved times, Jones Day's Timothy Mann Jr. helped client MPS Group Inc. enter a definitive agreement to be acquired by Adecco Group.

Both companies provide specialty staffing, human resources and consulting services. Adecco, based in Zurich, Switzerland, is a Fortune 500 company with operations in more than 60 countries. MPS, based in Jacksonville, Fla., provides staffing and consulting in the U.S. and overseas related to, among other things, the information technology, finance, accounting, engineering and legal fields.

Both are public companies. In 2008, MPS posted revenue of $2.2 billion; Adecco's most recently reported revenue was $31 million.

Adecco agreed to acquire MPS for $13.80 per common share in a cash transaction valued at approximately $1.3 billion. That price represents a premium of 24 percent over the MPS closing stock price on Monday.

According to information from MPS, the deal is not subject to a financing contingency and will be financed with Adecco's current cash resources and existing financing capabilities. The Wall Street Journal reported that Adecco would finance the acquisition with a 900 million Swiss franc ($888 million) convertible bond.

Mann, through a firm spokesman, declined to comment for the story as the deal has not yet closed. It is expected to close in the first quarter of 2010, subject to MPS Group shareholder approval, antitrust clearance and other regulatory approvals.

In addition to Mann, according to the firm, other Jones Day Atlanta lawyers who worked on the transaction for MPS are mergers and acquisitions lawyers John E. Zamer, Heith D. Rodman, Daniel S. Fishbein, James T. Hsiung, Marla E. Nicholson and Brendon K. Durkin; employee benefits and executive compensation lawyers Rory D. Lyons, Arthur G. Kent and Sara E. Hanig; and finance lawyer Douglas S. Gosden, as well as attorneys from three of the firm's other offices.

MPS Group's senior vice president and chief legal counsel, Gregory D. Holland, also worked on the deal, along with local counsel in Jacksonville from Fowler White Boggs.

Adecco was represented by Latham & Watkins. Bank of America Merrill Lynch acted as financial adviser.

New Vision Television is one of the first media companies to emerge from bankruptcy in an era that has seen many television, radio and newspaper conglomerates file for—and remain in—reorganization.

So say attorneys at Locke Lord Bissell & Liddell, who represented New Vision in its restructuring, and attorneys at Paul, Hastings, Janofsky & Walker, who represented UBS AG Stamford, the agent for the company’s primary creditors.

In a deal that moved extremely quickly—New Vision emerged from bankruptcy after only 80 days, and its plan was confirmed after only 59—the company, which owns or provides services to 14 network-affiliated and three non-affiliated television stations, was able to erase $400 million in debt by giving equity positions and representation on the board of directors to its first- and second-lien holders.

“The really interesting point of this whole transaction, at least in the media space, is, I think, New Vision is ahead of the curve,” said Locke Lord partner Neil H. Dickson, who’s been involved with the company since its inception and helped it acquire its first stations in 2006. “Just in my opinion, there could be some more of these transactions coming down the pike.”

The media outlets that have entered and remained in bankruptcy in the past two years include: Pappas Telecasting Inc., the largest privately held commercial broadcast operator in the country; Tribune Co., owner of the Chicago Tribune newspaper and a variety of television and radio assets; Young Broadcasting Inc., owner of 10 television stations; Ion Media Networks, owner of more than 50 television stations; and Freedom Communications, owner of The Orange County Register and more than 30 other dailies and several television stations.

“Because we were one of the first, we were able to move more quickly and the lenders were more … willing to work with us,” said Dickson, who worked on the deal with Atlanta partners Jeffrey A. Yost and Philip A. Cooper, as well as associates Alexis Summers and Vita E. Zeltser.

Dickson added that the company paid off its trade creditors in full and emerged with just $20 million in debt. “I’m not sure you’ll see that in future deals.”

Jesse H. “Jess” Austin III, the Paul Hastings partner who led the deal for UBS, said he’s worked on about eight similar bankruptcies just in the last year. “Broadcast properties really have been hammered, although not as badly as newspapers,” he said.

His client, he said, has been watching other media bankruptcies closely. “In all those other cases, they’ve been burning a lot of legal costs. It’s not cheap to go through bankruptcy, and if you’ve got a contested case, that is taking cash flow out of the bottom line,” he said. His clients, he added, “recognized that speed and certainty added value to the case.”

That didn’t mean his clients’ equity stake gave them the equivalent of 100 cents on the dollar in exchange for releasing claims for $400 million owed by New Vision. “They definitely took losses,” he said. “The midrange value of what the company was [worth] upon exit was about $112 million.”

Also, he said, the first-lien holders—whose identity he declined to reveal—put up $28 million in debtor-in-possession financing to provide working capital.

He said his client agreed to the deal because it seemed the best way to recover value on the assets especially given that ad revenue is projected to fall over the next 18 to 24 months. “You could sell [assets] right now, but you’d get pennies on the dollar and people aren’t willing to take that kind of loss right now,” he said.

Instead, the multiple lien holders—64 were in the bank group alone, and most of them are offshore hedge funds—agreed to a prearranged bankruptcy via a lockup agreement in which the parties effectively negotiated the term sheets for most of the operative documents prior to filing.

Austin said the deal was a complex one, with bankruptcy taking only about a quarter of the focus and the rest of the attorneys’ energy being spent on corporate, tax, finance and Federal Communications Commission matters.

The restructuring involved eight other lawyers from Paul Hastings’ Atlanta office, including partners Philip J. Marzetti, Frank Layson, Erik L. Belenky and Ted E. Smith III and associates J. Craig Lee, Elizabeth C. Arnett, Jeremy S. Corcoran and David J. Burch. It also involved lawyers from out-of-town offices at both Paul Hastings and Locke Lord; lawyers from Brown Rudnick also represented the second-lien holders in the transaction.

Smith, Gambrell & Russell has helped engineer a reverse merger for a regenerative medicine company whose products can be applied to wound healing, the reduction of atherosclerotic plaque and cellulite smoothing.

Corporate partners John C. Ethridge Jr. and Terry Ferraro Schwartz, along with counsel Toni H. Burgess and associate Emily R. Cacioppo, represented Alpharetta-based Sanuwave Inc. in a deal which used a Nevada-based shell company that ran a music library before ceasing operations, Rub Music Enterprises, to take Sanuwave public.

In this transaction, the attorneys used a triangular reverse merger—meaning the merger occurred between three entities—to get the deal done. Sanuwave, a private company, merged with a subsidiary of the public company Rub Music, and simultaneously became a wholly-owned subsidiary of Rub Music. The deal is termed a reverse merger because, from an accounting perspective, Sanuwave is considered the acquirer; from a legal perspective, it is considered the surviving corporate entity.

“A reverse merger with a public shell is one way a company can become a publicly traded company or at least a reporting company to the [Securities and Exchange Commission] … without raising a lot of money in a traditional IPO-type of public offering,” said Schwartz.

Reverse mergers have been used by companies wanting to avoid the SEC’s rigorous going-public processes. Now, said Schwartz, “The SEC has pretty much closed the door on that.”

She explained that companies going public via a reverse merger now must file what’s called a Super 8-K, which requires the same sorts of audited financial statements and other documentation needed for a traditional IPO; they also must requalify for trading on Nasdaq or the New York Stock Exchange.

She said that the Sanuwave shareholders had been thinking about a reverse merger with a public shell for several years. “When an appropriate public shell was identified as being a good vehicle—a clean shell, if you will, that had made all its filings with the SEC so there would not be a problem from a legal standpoint—they moved forward.”

The Smith Gambrell lawyers drafted and negotiated the merger agreement, helped with a $1.8 million private placement and handled securities filings connected with the deal. Cletha A. Walstrand, a sole practitioner in Ivins, Utah, represented Rub Music.

The deal also involved a change in control. Sanuwave shareholders took ownership of nearly 90 percent of Rub Music, which had $3.3 million in cash or cash equivalents at closing. The former Rub Music shareholders, along with the private placement investors, own portions of the remaining 10 percent of the company.

Ethridge, who represented Sanuwave’s Chief Executive Officer Chris Cashman in an earlier acquisition of a surgical device company, said that Sanuwave’s investors wanted to go public so that once their products receive Food and Drug Administration approval, they’ll be able to move quickly to raise money, and so that they could get more information to the general public via their public filings.

The company’s current public filing explains that its products are non-invasive and use acoustic pressure waves—similar to those which have been used for some 20 years in lithotripsy treatments to break up kidney stones—to promote an inflammatory response that can lead to enhanced new blood vessel formation and tissue regeneration.

The company already uses the technology for some FDA-approved treatments of chronic tendonitis. Expanding its repertoire to include more medically complex uses such as the treatment of diabetic foot ulcers and the like, Ethridge said, would offer the opportunity for better insurance reimbursement.

The company’s 8-K indicates that the anticipated launch for its lead product candidate of this type is about two years away.

One of the largest U.S.-based textile manufacturers recently relied on a Greenville, S.C. law firm for advice on acquiring a private equity fund’s portfolio company.

Milliken & Co. was advised by a legal team from Wyche, Burgess, Freeman & Parham on its acquisition of carpet maker Constantine LLC. Heading up the Wyche team was partner Kevin Hendricks, a former associate in Jones Day’s Atlanta office. The deal closed on Tuesday and terms weren’t disclosed.

Milliken, a privately held company that’s headquartered in Spartanburg, S.C., manufactures modular carpet, apparel, fabrics and chemicals. Constantine is based in Calhoun, Ga., and is owned by the Boston private equity fund Lineage Capital LLC. Constantine makes broadloom and modular carpet tile, as well as other types of floor-covering products.

Working with Hendricks on the Milliken deal were Wyche partner Cary Hall and associates John Harvey, Maurie Lawrence and Rita Barker, all located in Greenville. Ropes & Gray advised Lineage Capital.

Wyche, a 38-lawyer firm, has weathered the economic downturn well because there were few examples of companies and lenders in the Greenville area that became overextended leading up to the recession, Hendricks said.

“Greenville never went crazy in the last few years in terms of growth and massive deal flow,” Hendricks said.

With an even split between litigation and transactional work, Wyche is able to handle clients’ needs on most deals, in spite of its size, Hendricks said. Occasionally Wyche will partner with a Washington firm when a client needs specific regulatory advice.

The Wyche firm is known for its work in some specific areas. Founding partner Tommy Wyche has authored several books about the South Carolina mountains, and he helped lead the redevelopment of downtown Greenville, including the creation of a park centered on the Reedy River waterfalls. Wyche’s office is situated on a parcel overlooking the falls. The Wyche firm has also carved out a niche, led by partner Wallace Lightsey, as a specialist in representing architectural firms in copyright infringement litigation.

Virgin Mobile USA Inc. was winking at another suitor while dancing with ultimate merger partner Sprint Nextel Corp., according to a recent filing with the Securities and Exchange Commission.

Sprint, represented by attorneys at King & Spalding, acquired Virgin, represented by lawyers at Simpson Thacher & Bartlett, for $731 million on July 28. Sprint and Virgin, according to the former’s registration statement, filed Sept. 3, first began merger-related talks in the autumn of 2008, eventually meeting for valuation discussions at King & Spalding’s New York offices in December.

But in a segment of the registration statement entitled “Background of the Merger,” Sprint reveals that just a few months later, in March, Virgin executives and their financial advisers at Deutsche Bank AG, began discussing how to approach “Company X.”

Company X, the SEC filing said, “would be the company most interested in acquiring Virgin Mobile USA other than Sprint Nextel, based on its perceived financial strength, similar business model and past management dialogue with Virgin Mobile USA.”

TheDeal.com, which first reported the news about Virgin’s dealings with Company X earlier today, noted that Virgin asked Company X “numerous times” for terms on a trademark license agreement and additional matters, but that Virgin’s transaction committee eventually decided that Company X’s “flaky nature made Sprint’s offer more favorable.”

Atlanta lawyers on the deal from King & Spalding include business litigators Daniel J. King, Michael R. Smith and Shelby S. Guilbert; tax lawyers Robert G. Woodward and James H. Lokey Jr.; employee benefits lawyer Donald S. Kohla; environmental lawyer Les Oakes; and corporate attorney Donald Meyer.